DRAFT INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement

FOR
MUTUAL FUND

ENTERED INTO BETWEEN

ZERODHA TRUSTEE PRIVATE LIMITED
(the “Trustee””)

AND
ZERODHA ASSET MANAGEMENT PRIVATE LIMITED
(the “Asset management Company”)

Date: XX09 JANUARY DECEMBER 20223

 TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION

2. APPOINTMENT OF THE ASSET MANAGEMENT COMPANY
3. POWER OF THE ASSET MANAGEMENT COMPANY
4. DUTIES AND OBLIGATIONS OF THE ASSET MANAGEMENT COMPANY
5. COVENANTS, DISABILITIES AND LIABILITIES OF THE AMC
6. TRADING GUIDELINES
7. MATERIAL INTERESTS AND CONFLICTS OF INTEREST
8. FEES AND EXPENSES
9. DELEGATION OF DUTIES
10. DURATION AND TERMS OF THE AMC
11. MISCELLANEOUS TERMS AND CONDITIONS
11.1 SECRECY
11.2 INVESTOR PROTECTION FUND
11.3 REGULATIONS TO PREVAIL
11.4 WAIVER
11.5 ENTIRE AGREEMENT
11.6 AMENDMENTS
11.7 GOVERNING LAW
11.8 ARBITRATION
11.9 COUNTERPARTS
11.10 SEVERABILITY

SCHEDULE 1: DEFINITIONS AND INTERPRETATION

SCHEDULE II: FORM FOR NOMINATION / CANCELLATION OF NOMINATION
 INVESTMENT MANAGEMENT AGREEMENT

This Investment Management Agreement (‘Agreement”) is made at Bangalore, on this XX09

day of JanuaryDecember 20223 between:

ZERODHA TRUSTEE PRIVATE LIMITED, a company incorporated under the Companies Act,
2013 and having CIN U67100KA2021PTC155537 and its registered office presently at
Indiqube Penta, New No. 51 (Old No.14), Richmond Road, Bangalore, Karnataka – 560025
(hereinafter referred to as the “Trustee”, which expression shall unless it be repugnant to
the context or meaning thereof be deemed to mean and include its successors and
permitted assigns), of the FIRST PART:

AND

ZERODHA ASSET MANAGEMENT PRIVATE LIMITED , a company incorporated under the

Companies Act, 2013 and having CIN U67190KA2021PTC155726 and its registered office at
Indiqube Penta, New No. 51 (Old No.14), Richmond Road, Bangalore, Karnataka – 560025
(hereinafter referred to as “AMC” or as the “Asset Management Company” which
expression shall unless it be repugnant to the context or meaning thereof be deemed to
mean and include its successors and permitted assigns), of the SECOND PART:

WHEREAS:

The Zerodha Mutual Fund (the “Mutual Fund”) has been established under the provisions of
the Indian Trust Act, 1882, pursuant to the Deed of Trust dated ___________ executed
between Zerodha Broking Limited and the Trustee (“Deed of Trust”) for the purpose of
mobilising and pooling of capital from the members of the public for its collective
investments which would include the acquisition, holding, management, trading or disposal
of securities or any other property whatsoever for the purpose of, or having the effect of,
providing facilities for the participation by persons as beneficiaries in the profits or income
arising therefrom;

1. The Trustee has been authorized under the Deed of Trust to appoint the AMC as the
asset management company to manage the assets/funds of the Mutual Fund upon
the terms and conditions stated therein;

2. The AMC has received a copy, and is familiar with the terms and conditions of the
Deed of Trust;

3. The AMC is willing to perform such services or furnish such facilities as the asset
management company of the Mutual Fund as set out herein.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

1.1.1 All capitalized terms used without definition in this Agreement shall have the
meaning assigned to such terms in Schedule I.

1.1.2 Terms used herein but not defined shall have the meanings attributed to
them in the Regulations.

1.2 INTERPRETATION

In the interpretation of this Agreement, unless the context otherwise requires:

1.2.1 The singular of any defined term includes the plural and vice versa and any
word or expression defined in the singular has the corresponding meaning
used in the plural and vice versa;

1.2.2 A referenced to any gender includes the other and neuter gender;

1.2.3 Unless otherwise stated, a reference to an Article, sub-Article, paragraph,

subparagraphs, Schedule, Section, exhibit, attachment, annexures or Recital
is a reference to an articles, sub-Articles, paragraphs, subparagraphs,
annexures, exhibits, attachments, Schedule, section or recital off this
Agreement;

1.2.4 A reference to any agreement is a reference to that agreement and all

annexures, attachments, exhibits, schedules, appendices and the like
incorporated therein, as the same may be amended, modified,
supplemented, waived, varied, added to, substituted, replaced, renewed or
extended, from time to time, in accordance with the terms thereof;

1.2.5 A reference to statutes shall be construed as including all statutory provisions

consolidating, amending, modifying, supplementing or replacing the statute
referred to;

1.2.6 A reference to a “writing” or “written” includes printing, typing, lithography

and other means of reproducing words in a visible form;
 1.2.7 Any date or period set forth in this Agreement shall be such date or period as
such date or period may be extended pursuant to the terms of this
Agreement;

1.2.8 A reference to “month” shall mean a calendar month and a reference to

“day” shall mean a calendar day of twenty-four consecutive hours beginning
at 00.00 hrs (midnight) and ending at 24.00 hrs (midnight) as referred to local
time at site, unless otherwise specified; and

1.2.9 The descriptive headings of Articles are inserted solely for convenience of
reference and are not intended as complete or accurate descriptions of the
content thereof and shall not be used to interpret the provisions of this
Agreement;

1.2.10 Requirements, restrictions or any other information or reference of

regulations contained herein pursuant to the Regulations shall stand
amended, without any further act of Parties, upon there being any relevant
change in the Regulations.

1.2.11 The recitals contained herein shall constitute an integral and operative part
of this Agreement.

2. APPOINTMENT OF ASSET MANAGEMENT COMPANY

2.1 The Trustee hereby authorises and appoints the AMC to administer the Mutual Fund
and render investment management services and as its agent and attorney-in-fact,
to exercise the investment discretion described below with respect to the Trust and
the money, securities or other property contained in the Trust from time to time,
and to execute, on behalf of the Trust and Trustee, all documentation necessary to
facilitate investment in securities for the Trust.

2.2 The AMC hereby accepts its appointment as asset management company of all the
assets and funds of the Mutual Fund and agrees to provide management, advisory
and administrative services for the Trust in accordance with the provisions of this
Agreement and any resolution of the Trustee Company Board from time to time.

2.3 The AMC shall formulate and devise various Schemes and invest the Trust Fund in
accordance with the objects / provisions of the deed of Trust, the regulations, or
circulars / notifications issued by SEBI from time to time and shall manage the
Schemes of the Mutual Fund in accordance with the relevant rules and regulations
applicable to them (including the provisions of the relevant Offer document
applicable to each Scheme), subject to directions/ directives from SEBI, if any.
2.4 The AMC shall be responsible for the day-to-day management of the Mutual Fund
and the various Schemes of the Trust in accordance with the Deed of Trust and the
Regulations.

2.5 the Trustee hereby authorizes the AMC to do all such other acts, deeds and things as
may be incidental or necessary for the advancement or fulfilment of the objects of
the Mutual Fund, as set out in the deed of Trust.

3. POWERS OF THE ASSET MANAGEMENT COMPANY

3.1 Subject to applicable Law, the AMC shall be empowered and entitled to:

3.1.1 take all decisions in relation to the management and administration of the
Mutual Fund;

3.1.2 supervise and direct the investment and reinvestment of the cash, securities
and other assets of the Trust and engage in such transactions on behalf of the
Trust as the AMC may deem appropriate, in its absolute discretion and
without prior consultation with the Trustee, subject to this Agreement and
the Deed of Trust and the Regulations. However, the AMC shall exercise
these powers subject to the superintendence, control and direction of the
Trustee Company Board to the extent required by the Regulations;

3.1.3 manage, trade and dispose of shares, debentures (convertible, partly

convertible or non-convertible), bonds, instruments, obligations, warrants,
notes, money market papers, instruments and other stocks and securities of
all kinds issued by any company or body corporate or any local authority in
India or by the Government of India or any State Government or by any local
authority or by anybody corporate in any country outside India as may be
approved by the Reserve Bank of India; to acquire or enter into or deal in any
derivative, option, hedging (including currency hedging), swap or other
contract of similar nature repurchase agreement transactions, whether India
or abroad and to enter into securities lending and borrowing transactions,
underwriting and sub underwriting contracts and placings.

Subject to the approval from the Trustee and SEBI, if required, the AMC may,
however, from time to time in its absolute discretion alter or modify or delete
any of the types of investments aforesaid as long as such alterations or
modifications or deletions do not result in violation of the Regulations.

3.1.4 develop, manage, float and advise in framing any new scheme or schemes of
the Mutual Fund with the approval of SEBI and to manage the funds
comprising the same and for the purposes aforesaid; and to conduct
negotiations and enter into agreements and contracts including buying and
 selling of Government securities, stocks, shares, debentures, bonds,
commercial papers, instruments of all kinds in furtherance of the objects of
the Mutual Fund;

3.1.5 execute, sign and deliver letters, deeds, agreements, contracts and other
instruments necessary for fulfilling the objectives of the various Schemes of
the Mutual Fund with all persons, companies (including public sector
undertakings,) corporate entities, judicial entities, Government departments
and authorities, Reserve Bank of India, all scheduled banks and financial
institution and other entities and statutory authorities;

3.1.6 sign offers, acceptances, bids, tenders submitted in furtherance of the object
of the Mutual Fund;

3.1.7 collect, get in and receive the profit, interest, divided and income of the fund
corpus from time to time as and when the same may become receivable.

3.1.8 engage clerks and servants, brokers, distributors, accountants, registrars and
transfer agents, custodians, depository participants and other agents; and to
enter into contracts for work and labour and to do all other things required
for the proper and efficient management of the business and affairs of the
Mutual Fund;

Provided if the work relating to the transfer of units is processed in-house,

the charges at competitive market rates may be debited to the scheme and
for rates higher than the competitive market rates, prior approval of the
trustees shall be obtained and reasons for charging higher rates shall be
disclosed in the annual accounts.

3.1.9 effect policies of insurance on all or any of the properties and assets of the
Mutual Fund and for all general business of the Mutual Fund and to assign
any policies and surrender the same and to make claims or receive moneys
under any such policies;

3.1.10 receive and give effectual receipts for moneys due from and to the Mutual
Fund and to adjust and settle all accounts relating thereto and compound
debts due to the Mutual Fund;

3.1.11 draw, endorse and accept bills, cheques, promissory notes, instruments, sign
statements, take delivery of goods, receive delivery orders, sign receipts. Sign
and give discharges in respect of the Mutual Funds;

3.1.12 invest in securities, money market instruments, including Government

securities, treasury bills, certificates of deposit and commercial paper,
 privately placed debentures; gold or gold related instruments; securitized
debt instruments; Real Estate Assets; and other instruments as permitted by
the Regulations;

3.1.13 negotiate the terms of the Portfolio investments, prepare documentation for,
and arrange for the closing of the Portfolio Investments;

3.1.14 make temporary investments of the Mutual Fund’s monies pending their long
term investment, application to expenses, or distribution to the shareholders,
and holding and liquidating such investments on behalf of the Mutual Fund;
3.1.15 invest the capital and moneys of the various Schemes of the Mutual Funds in
commercial deposits, commercial papers and such other money market
instruments that may be brought into the money market;

3.1.16 open and operate any account or accounts with any bank or banks and to
enter into agreements with any bank or banks in respect of the Mutual
Funds;

3.1.17 cause the Mutual Fund to be registered with any authority in India or in any
other jurisdiction, as may be necessary to further the objects of the Mutual
Fund and to apply for and obtain all licenses and authorities necessary or
expedient for the proper management of the affairs of the Mutual Fund;

3.1.18 appoint attorneys both general and special, from time to time as and when
necessary to provide for the management of the affairs of the Mutual Fund
and in particular to appoint any person to be the attorney or agent of the
Mutual Fund or registrars, sub-advisors accounting agencies, etc., with such
powers and upon such terms as may be thought fit;

3.1.19 appears, or to cause appearance to be entered, on behalf of the Mutual Fund

in any proceedings either for prosecuting or defending whatsoever before
any civil, criminal or revenue courts, authorities, departments of
Government, and to file pleadings, petitions, appeals, representations,
revisions or reviews in connection with the business or activities of the
Mutual Fund or the Trustee and to accept notices or other documents on
their respective behalf;

3.1.20 engage and appoint advocates, solicitors, attorneys or other legal

practitioners for filing, prosecuting or defending any suits or appeals or other
legal proceedings and to sign and execute vakalatnamas, power of attorney
and letters of authority on behalf of the Mutual Fund of the Trustees;

3.1.21 cause the Units comprising various schemes that may be floated by the
Mutual Fund to be issued, reissued, purchased, re-purchased redeemed etc.
 and / or listed on the stock exchanges in India or in any other jurisdiction as
may be deemed fit;

3.1.22 apply for and obtain tax benefits for the Mutual Fund, including any of the
Schemes, and / or the Units Holders;

3.1.23 manage the operation, execution and implementation of the various

Schemes of the Mutual Fund from time to time;

3.1.24 attend and Vote on behalf of and in the best interest of the Mutual Fund and
the Unit Holders at all meetings of shareholders, debenture holders and
other security holders in respect of securities of the investee companies held
by the Mutual Fund; and

3.1.25 exercise all general powers necessary for the management and
administration of the Mutual Fund for the attainment of its objectives.

4. DUTIES AND OBLIGATIONS OF THE ASSET MANAGEMENT COMPANY

4.1 The AMC shall be responsible for floating and issuing Schemes for the Mutual
Fund after approval of the same by the Trustee Company Board and SEBI, as
well as investing and managing the funds mobilized under various Schemes,
in accordance with the provisions of the Deed of Trust and the Regulations.

4.2 The AMC shall disclose the basis of calculating such repurchase price and NAV
in the Scheme particulars and shall also disclose the repurchase price and
NAV of the various Schemes of the Trust, to the investors, at such intervals as
may be specified by the Trustee Company Board and in accordance with the
Regulations issued from time to time. The AMC shall compute & carry out
valuation of the Investments made by its scheme in accordance with
Investment Valuation norms specified in Eight Schedule of Regulations and
amendments thereto and publish the same.

4.3 The AMC shall account for the revenues collected in connection with the
management of the Mutual Fund.

4.4 The AMC shall instruct the auditor to examine the Mutual Fund’s annual
statement of accounts and to report on their correctness and shall authorise
the auditors to communicate directly with the Trustees at any time.

4.5 The AMC shall give public advertisement in newspapers and in its discretion,
in any other manner, the un-audited half-yearly accounts and audited annual
accounts of the various schemes as required under the Regulations.
4.6 The AMC shall at all times ensure that the Trust Fund is segregated from
assets of the AMC and assets of any other funds for which the AMC is
responsible;

4.7 The AMC shall, as required under the Regulations, provide compliance
certificates to the Trustees at regular intervals.

4.8 The AMC shall provide to the Unit Holder an option of nomination in the
event of the death of the Unit Holder or an option to cancel the nomination
in terms of Regulation 29A, in the form prescribed in the Schedule II to this
Agreement, or such other format as may be prescribed from time to time.

4.9 The AMC shall acquire, create and update databases on companies, financial
instruments, markets, economic indices and other subjects to the satisfaction
of the Mutual Fund in order to take investment, deployment and
disinvestment decisions in a scientific manner and make them available
without any charges to the mutual Fund.

4.10 The AMC shall submit such reports to the Trustee regarding the AMC’s
activities hereunder as the Trustees or SEBI may prescribe from time to time.
The Trustees shall have the right to obtain from the AMC all information
concerning the operations of the various Schemes of the Mutual Fund at such
interval and in such manner as required by the Trustees to ensure that the
activities of the AMC are in compliance with the Deed of Trust and the
Regulations. In addition, the AMC shall maintain books and registers
regarding the operation of various Schemes under its management to:

4.10.1 ensure compliance with the Regulations, and

4.10.2 demonstrate that such compliance by it has been achieved.

4.11 The AMC shall obtain from the custodian(s) of the Mutual Fund, from time to
time, such financial reports, proxy statements and other information relating
to the business and affairs of the Mutual Funds as the AMC may reasonably
require in order to discharge its duties and obligations hereunder or to
comply with the Regulations or any applicable Law, rules and regulations.

4.12 The asset management company shall file with the trustees and SEBI:
(a) Detailed bio-data of all its directors along with their interest in other
companies within fifteen days of their appointment.
(b) Any change in the interests of directors every six months.
(c) Quarterly report to the trustees giving details and adequate
justification about the purchase and sale of the securities of the group
 companies of the sponsor or the asset management company, as the
case may be, by the mutual fund during the said quarter.
4.13 The AMC will, upon request by the Trustees, provide the Trustees or any
party designated by the Trustees with:

4.13.1 evaluation of current economic conditions;

4.13.2 evaluation of particular prospects in the securities markets;

4.13.3 evaluation of specific companies;

4.13.4 investment research and advice for the assets of the mutual fund
consistent with the provisions of the Deed of Trust and the
Investment policies and guidelines adopted and declared by the
Trustees; and

4.13.5 such other services as may be directed by the Trustees.

4.14 The asset management company shall not carry out its operations including
trading desk, unit holder servicing and investment operations outside the
territory of India.

4.15 The asset management company and the sponsor of the mutual fund shall be
liable to compensate the affected investors and/or the scheme for any unfair
treatment to any investor as a result of inappropriate valuation.

4.16 The asset management company shall report and disclose all the transactions
in debt and money market securities, including inter scheme transfers, as
may be specified by the SEBI.

4.17 The asset management company may utilise such services of the sponsor or
any of its associates, employees or their relatives, for the purpose of any
securities transaction and distribution and sale of securities, if disclosure to
that effect is made to the unitholders and the brokerage or commission paid
is also disclosed in the half-yearly annual accounts of the mutual fund.

Mutual funds shall disclose at the time of declaring half-yearly and yearly
results :
(i) Any underwriting obligations undertaken by the schemes of the
mutual funds with respect to issue of securities associate companies,
(ii) Devolvement, if any,
(iii) Subscription by the schemes in the issues lead managed by associate
companies,
 (iv) Subscription to any issue of equity or debt on private placement basis
where the sponsor or its associate companies have acted as arranger
or manager.

4.18 The asset management company shall take all reasonable steps and exercise
due diligence to ensure that the investment of funds pertaining to any
scheme is not contrary to the provisions of these regulations and the trust
deed.

4.19 The asset management company shall exercise due diligence and care in all
its investment decisions as would be exercised by other persons engaged in
the same business.

4.20 The asset management company shall obtain, wherever required under these
regulations, prior in-principle approval from the recognized stock exchange(s)
where units are proposed to be listed.

4.21 The Chief Executive Officer ([whatever be the designation]) of the asset
management company shall ensure that the mutual fund complies with all
the provisions of these regulations and the guidelines or circulars issued in
relation thereto from time to time and that the investments made by the
fund managers are in the interest of the unit holders and shall also be
responsible for the overall risk management function of the mutual fund, in
accordance with the Risk management Framework prescribed for Mutual
Funds.

Chief Executive Officer (whatever be the designation) shall also ensure that
the Asset Management Company has adequate systems in place to ensure
that the Code of Conduct for Fund Managers and Dealers specified in PART -
B of the Fifth Schedule of regulations are adhered to in letter and spirit. Any
breach of the said Code of Conduct shall be brought to the attention of the
Board of Directors of the Asset Management Company and Trustees.

4.22 The fund managers [(whatever be the designation)] shall ensure that the
funds of the schemes are invested to achieve the objectives of the scheme
and in the interest of the unit holders.

4.23 The Fund Managers and Dealers (whatever be the designation) shall abide by
the Code of Conduct for Fund Managers and Dealers specified in PART - B of
the Fifth Schedule of Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996 and submit a quarterly self-certification to the Trustees
that they have complied with the said code of conduct or list exceptions, if
any. The asset management company shall abide by the Code of Conduct as
 specified in the Part A of the Fifth Schedule of the SEBI (Mutual Funds)
Regulations, 1996.

4.24 The Dealers (whatever be the designation) shall ensure that orders are
executed on the best available terms, taking into account the relevant market
at the time for transactions of the kind and size concerned to achieve the
objectives of the scheme and in the best interest of all the unit holders.

4.25 In case any company has invested more than 5 per cent of the net asset value
of a scheme, the investment made by that scheme or by any other scheme of
the same mutual fund in that company or its subsidiaries shall be brought to
the notice of the trustees by the asset management company and be
disclosed in the half-yearly and annual accounts of the respective schemes
with justification for such investment [provided the latter investment has
been made within one year of the date of the former investment calculated
on either side].

4.26 Each director of the asset management company shall file the details of his
transactions of dealing in securities with the trustees on a quarterly basis in
accordance with guidelines issued by the SEBI.

4.27 The asset management company shall not appoint any person as key
personnel who has been found guilty of any economic offence or involved in
violation of securities laws.

4.28 The asset management company shall invest such amounts in such schemes
of the mutual fund, based on the risks associated with the schemes, as may
be specified by SEBI from time to time.

4.29 The asset management company shall not invest in any of its scheme, unless
full disclosure of its intention to invest has been made in the offer
documents.
An asset management company shall not be entitled to charge any fee on its
investment in that scheme.

4.30 The asset management company shall file with the trustees the details of
transactions in securities by the key personnel of the asset management
company in their own name or on behalf of the asset management company
and shall also report to SEBI, as and when required by SEBI.

4.31 Board of AMC shall exercise due diligence in making investment decisions
as required under Regulation 25 (2). They shall make a detailed analysis of
risks and returns of investment in foreign securities and overseas ETFs,
comparing them with likely yields of the securities available in domestic
 markets and how these investments would be in the interest of investors.
Investment must be made in liquid actively traded securities.

Board of AMC may prescribe detailed parameters for making such

investments which may include identification of countries, country rating,
country limits, etc. They shall satisfy themselves that the AMC has
experienced key personnel, research facilities and infrastructure for
making such investments. Other specialised agencies and service
providers associated with such investments e.g. custodian, bank,
advisors, etc should also have adequate expertise and infrastructure
facilities. Their past track record of performance and regulatory
compliance record, if they are registered with foreign regulators,
may also be considered. Necessary agreements may be entered into
with them as considered necessary

5. COVENANTS, DISABILITIES AND LIABILITIES OF THE AMC

5.1 Subject to the Regulations, the AMC shall be permitted to invest on behalf of the
various Schemes of the Mutual Fund only in transferable securities either in the
money market or in the capital market, including any privately placed debenture or
securitized debt, and such other instruments as may be notified by SEBI from time to
time and shall ensure that such investments are made only in securities permitted
under the Regulations and as permitted under the Deed of Trust.

5.2 The AMC shall not give or guarantee any loans on behalf of the Trust or take up any
activity in contravention of the Regulations, except with the prior approval of the
Trustee Company Board in writing, and if so required, also from SEBI.

5.3. The AMC SHALL ENSURE THAT:

5.3.1 The Scheme(s) of the Mutual Fund shall invest within the restrictions
provided under the Regulations.

5.3.2 No Scheme of the Mutual Fund shall invest in or lend to another Scheme
which is being managed by the AMC other than in compliance with the
Regulations.

5.3.3. Delivery of scripts is taken and that delivery is given in the case of scripts sold
and, the Mutual Fund shall not engage in short selling or carry forward
transactions except as permitted by SEBI and in accordance with the
framework therefor and shall not in any case engage in badla finance.
5.3.4 Transfer from one Scheme to another in the Mutual Fund shall be allowed
only if:
(i) such transfers are done at the prevailing market price for quoted
instruments on spot basis and;
(ii) the securities so transferred would be in accordance with the
investment objective of the transferee Scheme; or
(iii) any other manner as may be permitted by the Regulations.

5.3.5 The AMC shall not acquire any property out of the assets of the Mutual Fund
under its management, which involves the Mutual Fund assuming any
unlimited liability or which may have or has the effect of encumbering any of
the assets of the Mutual Fund in any way.

5.3.6 The AMC shall not take up any activity in contravention of the Regulations.

5.3.7 No offer documents of Schemes, key information memorandum, abridged

half yearly results and annual results shall be issued or published without the
Trustees’ prior approval in writing, and no offer document shall contain any
statement or matter extraneous to the Deed of Trust or Offer Document
Scheme particulars approved by the Trustees and SEBI.

5.3.8 The initial issue expenses in respect of any Scheme may not exceed such
percentage of the funds raised under that Scheme as may be specified under
the applicable regulations issued by SEBI.

5.3.9 Wherever investments are intended to be of long-term nature, the AMC shall
get the securities purchased or transferred in the name of the Mutual Fund
on account of the concerned Scheme.

5.3.10 The AMC shall fully comply with the Regulations in relation to the prescribed
timeframe for dispatch of dividend warrants or redemption or repurchase
proceeds.

5.3.11 The AMC shall not make any investment in:

(a) more than 10 % of its NAV in debt instruments comprising money
market & non-money market instruments issued by any single issuer
which are rated not below investment grade by a credit rating agency
authorised to carry out such activity under the Act. Such investment
limit may be extended to 12 % of the NAV of the scheme with the
prior approval of the Board of Trustees and Board of Directors of the
asset management company;

(b) Unlisted Debt instruments including Commercial Papers except

Government Securities and other money market instruments.
 Provided, that investment in unlisted non-convertible debentures may
be made up to a maximum of 10 % of the debt portfolio of the
scheme subject to such conditions as may be specified by the SEBI
from time to time any unlisted security of an associate or group
company of the Sponsor;

(c) any unlisted security of an associate or group company of Sponsor;

(d) any security issued by way of private placement by an associate or

group company of Sponsor;

(e) the listed securities of group companies of the Sponsor in excess of 25

% (or such other threshold as prescribed under the Regulations) of the
net assets; or

(f) make any investment in any fund of fund Scheme;

(g) invest more than 10 % (or such other threshold as prescribed under
the Regulations) of its NAV in the equity shares or equity related
instruments of any company (other than investments in case of index
fund or sector or industry specific scheme);
(h) All investments by a mutual fund scheme in equity shares and equity related
instruments shall only be made provided such securities are listed or to be
listed..

5.3.12 The AMC shall not undertake any activity without the prior approval of the
Trustees and SEBI, other than the activities specified under Regulations 24(b)
of the Regulations, in the nature of management of mutual funds and
advisory services provided to pooled assets including offshore funds,
insurance funds, pension funds, provident funds, or such categories of
Foreign Portfolio Investors subject to such conditions as may be specified by
the SEBI from time to time as long as these are not in conflict with the
activities of the mutual fund.

Provided that to the extent permitted by the Regulations, the AMC may itself
or through its subsidiaries undertake Portfolio Management Services and
advisory services for other than broad based fund if it satisfies the SEBI that
the key personnel of the AMC, the systems, back office, bank and securities
accounts are segregated activity wise and there exist systems to prohibit
access to inside information of various activities and provided further that
the AMC meets the capital adequacy requirements, if any, separately for
each such activity and obtain separate approval, if necessary under the
relevant regulations.
 The AMC may have a separate fund manager for each separate fund
managed by it unless the investment objectives and asset allocation are same
and the portfolio is replicated across all the funds managed by the fund
manager, as may be required by the Regulations or any circulars thereto.

5.3.13 Reporting in respect of investments made by the Mutual Fund to the Trustees
and the custodian(s) of the Mutual Fund shall be as per the requirements of
the Regulations.

5.3.14 The AMC shall hold all assets of the Mutual Fund separate from its own
assets, free and clear of all liens, claims and encumbrances of any party
except as provided by this Agreement and the Regulations. Further, the AMC
shall also segregate the assets under its management scheme-wise.

5.3.15 The AMC shall be liable to the Mutual Fund only for financial liability, loss and
/ or expenses suffered by the Mutual fund directly resulting from the AMC’s
gross negligence, wilful misconduct or malfeasance with respect to the AMC’s
duties hereunder, but not further or otherwise, provided however that
nothing contained in this Agreement shall be construed in any manner
inconsistent with the Regulations or other laws and regulations of India under
no circumstances shall the AMC be deemed liable for any indirect or
consequential damages. A person who is not a party to this Agreement has
no rights under this Agreement to enforce any terms of this Agreement and
this Agreement shall not be deemed to create any third-party beneficiary
rights. It is hereby clarified that no loss or damage or expenses incurred by
the AMC or officers of the AMC or any person delegated by the AMC, shall be
met out of the Trust property.

6. TRADING GUIDELINES

6.1 Subject to compliance with the Regulations and the circulars / guidelines issued
thereunder, the AMC may purchase or sell securities or place orders for the
execution of transactions through any broker, dealer or other intermediary
(“Intermediary”) it may, in its sole discretion deem fit, including brokers associated
with the Sponsor, or in case where Sponsor is Broker, Sponsor itself.

The asset management company shall not through any broker associated with the
sponsor, purchase or sell securities, which is average of 5 per cent or more of the
aggregate purchases and sale of securities made by the mutual fund in all its
schemes.
 Provided that for the purpose of this sub-regulation, the aggregate purchase and
sale of securities shall exclude sale and distribution of units issued by the mutual
fund.

Provided further that the aforesaid limit of 5 per cent shall apply for a block of any
three months. An asset management company shall not purchase or sell securities
through any broker [other than a broker referred above] which is average of 5 per
cent or more of the aggregate purchases and sale of securities made by the mutual
fund in all its schemes, unless the asset management company has recorded in
writing the justification for exceeding the limit of 5 per cent and reports of all such
investments are sent to the trustees on a quarterly basis.

6.2 Subject to compliance with applicable Law, the AMC may, consistent with its duty to
seek best execution, pay a commission on transactions which may be greater than
the amount of the commission another intermediary may have charges, provided
that the AMC determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services provided,
viewed in terms of either that particular transaction or the overall responsibilities
with respect to all the accounts as to which investment discretion was exercised.
Subject to the foregoing, the Trustees, on behalf of itself and the Trust,
acknowledges that such research services rendered may be useful in providing
services to clients other than the Trust, and that not all such information will
necessarily be used by the AMC in connection with rendering services to the Trust /
Trustees.

7. MATERIAL INTERESTS AND CONFLICTS OF INTEREST

7.1 Subject to the Regulations, the AMC may provide or receive services under this
Agreement notwithstanding that it or its associate have directly or indirectly a
material interest of any description in any transaction entered into or proposed to
be entered into for the account of the Mutual Fund or has a relationship of any
description with another person such as to place it in a position where its duty or
interest in relation to that other persons conflicts with its duties to the Trustees or
the mutual fund. In particular and without limitation, such potential conflicting
interests or duties may arise because:

7.1.1 the AMC or an Associate undertakes investment management activities for

another investor or investors with interests in such investments;

7.1.2 one of the AMC’s directors or employees or those of an Associate hold or

deals in securities of or is otherwise interested in any company in relation to
the securities of which the AMC or the Associate makes a recommendation
and / or effects a transaction:
7.1.3 the transaction is in securities issued by an associate or an investor of the
AMC or of an Associate;

7.1.4 The transaction is in relation to an investment in respect of which the AMC or

an Associate may benefit from a commission, fee, mark-up or mark down, the
AMC or the Associate may be remunerated by a counterparty to any such
transaction or the Associate may have arrangements relating to marketing or
otherwise;

7.1.5. the transaction is in units or shares in a collective investment Scheme or such

other comingled vehicle, established and / or operated by the AMC Associate
or any other company of which the AMC or Associates is the manager,
operator, adviser or trustee;

7.1.6 the transaction is in the securities of a company for which the Associate has
underwriting, managed or arranged an issue within the period of 12 (twelve)
months before the date of the transaction;

7.1.7 The transaction relates to securities in respect of which the AMC or

Associates or a director or employee of the AMC or Associates is
contemporaneously trading or has traded on its own account or has either a
long or short position.

7.1.8 The AMC may, subject to compliance with the Regulations and other
applicable Law, from time to time temporarily invest cash balances in the
Mutual Fund in any money market or liquidity funds belonging to or managed
by Associates of the AMC AS WELL AS IN OTHER Schemes of the Mutual Fund.
In connection with investments in such money market or liquid funds, the
Trustee understands that Trust Funds invested will be included in
determining the fee payable to the AMC under this Agreement; and

7.1.9 The AMC may, subject to compliance with the Regulations and other
applicable law, invest all or any portion of the Trust Funds in any other non-
money market funds belonging to or managed by Associates of the AMC as
well as in other Schemes of the Mutual Fund. The funds of the Mutual Fund
invested in such other non-money market funds will be excluded from the
assets under management of the Mutual Fund in determining the fee payable
to the AMC hereunder; however, the Trustee acknowledges that the AMC
and / or any of its Associates will receive fees directly from relevant funds for
the advisory and administrative services provided thereto. The Trustee
acknowledges that investment in any non-Associate co-mingled vehicles /
funds, to the extent permitted by the Regulations, will be subject to the
standard fees and charges of such vehicles in addition to the fees received by
 the AMC from the Mutual Fund under this Agreement, unless otherwise
agreed between the Parties.

7.2 In providing services to the Mutual Fund, the AMC shall not be obliged to disclose to
the Sponsor or to the Trustee, any information, either the disclosure of which, by it
to any such person or body would or might be a breach of duty or confidence to any
other person or which comes to the notice of an employee, officer or agent of the
AMC or of any such associate but does not come to the actual notice of the
individual providing the aforesaid services.

7.3 A director of the AMC shall not hold office of director in any other asset
management company unless such person is an independent director as referred to
in the Regulations and approval of the board of directors of AMC has been obtained.

7.4 Notwithstanding anything contained in this Article, the AMC shall take all reasonable
steps to ensure fair treatment of the Mutual fund and the Trustee in respect of a
transaction in which it has or may have a potential conflict of interest.

8. FEES AND EXPENSES

8.1 The directors, officers and employees of the AMC shall be entitled to be reimbursed
by the AMC in respect of all out-of-pocket expenses incurred by them or any of them
in exercise of their powers, functions, duties and responsibilities under this
Agreement out of its own funds or out of the funds of the Trust, subject to the
Regulations. Notwithstanding what is stated above, in case the directors, officers or
employees of the AMC incur any loss or damage due to gross negligence in the
discharge of their responsibilities, then such loss or expenses shall not be borne by
the Trust.

8.2 For the services of the AMC, the Trustees shall cause the Mutual Fund to pay
investment and advisory fees to the AMC, payable monthly in arrears, which shall be
fully disclosed in the Offer Document.

8.3 In addition, AMC may charge the Mutual Fund with the following expenses:

(a) Listing fees in case of schemes listed on a recognised stock exchange.

(b) Recurring expenses including:

(i) Marketing and selling expenses including agent’s commissions, if any;

(ii) Brokerage and transaction costs;
(iii) Registrar services for issue or transfer of shares / debentures / units
sold or redeemed;
(iv) Fees and expenses for the Trustees;
(v) Audit Fees;
 (vi) Custodian fees;
(vii) Costs related to investor communication;
(viii) Costs of fund transfer from location to location;
(ix) Cost of providing account statements and dividend / redemption
cheques and warrants;
(x) Insurance premium paid by the Mutual Funds;
(xi) Winding up costs for terminating the Mutual Fund or a Scheme;
(xii) In case of gold exchange traded fund scheme recurring expenses
incurred towards storage and handling of gold;
(xiv) in case of capital-oriented Scheme, rating fees;
(xv) in case of real estate mutual fund Scheme, insurance premia and costs
of maintenance of the Real Estate Assets (excluding costs of
development of such assets) over and above the expenses specified in
regulation 52 of the Regulations to the extent disclosed in the Offer
document; and
(xvi) in case of schemes investing in exchange traded commodity
derivatives, recurring expenses incurred towards storage and handling
of the underlying goods, due to physical settlement of such contracts.
(xvii) Such other costs as may be permitted by the regulations and / or
approved by the SEBI.

8.4. Any expense other than those specified in clauses 8.2. and 8.3. above shall be
borne by the AMC or Trustees or Sponsor.

8.5 The total expenses of the scheme, excluding the issue or redemption
expenses, whether initially borne by the AMC or the Mutual Fund, but
including the investment management and advisory fees shall be subject to
the following limits subject to threshold limits as prescribed by SEBI
Regulations, amended from time to time:
(a) in case of fund of funds scheme -
(i) investing in liquid schemes, index fund scheme and exchange traded funds,
the total expense ratio of the scheme including weighted average of the total
expense ratio levied by the underlying scheme(s) shall not exceed 1.00 per
cent of the daily net assets of the scheme.
(ii) investing a minimum of sixty-five per cent of assets under management in
equity-oriented schemes as per scheme information document, the total
expense ratio of the scheme including weighted average of the total expense
ratio levied by the underlying scheme(s) shall not exceed 2.25 per cent of the
daily net assets of the scheme.
(iii) investing in schemes other than as specified in clause (a)(i) and (a)(ii) of this
sub-regulation, the total expense ratio of the scheme including weighted
average of the total expense ratio levied by the underlying scheme(s) shall
not exceed 2.00 per cent of the daily net assets of the scheme:
 Provided that the total expense ratio to be charged over and above the
weighted average of the total expense ratio of the underlying scheme shall
not exceed two times the weighted average of the total expense ratio levied
by the underlying scheme(s), subject to the overall ceilings as stated at clause
a(i), a(ii) and a(iii).
(b) in case of an index fund scheme or exchange traded fund, the total expense
ratio of the scheme including the investment and advisory fees shall not
exceed 1.00 per cent of the daily net assets.
(c) in case of open-ended schemes other than as specified in clause (a) and (b)
above, the total expense ratio of the scheme shall not exceed the following
limits:

First Rs. 500 crores of the daily net assets in case of equity-oriented schemes/
non-equity-oriented schemes – 2.25%/2.00% respectively (or such other
percentage stipulated in the regulations);

Next Rs. 250 crores of the daily net assets in case of equity-oriented
schemes/ non-equity-oriented schemes – 2.00%/1.75% respectively (or such
other percentage stipulated in the regulations);

Next Rs. 1,250 crores of the daily net assets in case of equity-oriented
schemes/ non-equity-oriented schemes – 1.75%/1.50% respectively (or such
other percentage stipulated in the regulations);

Next Rs. 3,000 crores of the daily net assets in case of equity-oriented
schemes/ non-equity oriented schemes – 1.60%/1.35% respectively (or such
other percentage stipulated in the regulations);

Next Rs. 5,000 crores of the daily net assets in case of equity-oriented
schemes/ non-equity oriented schemes – 1.50%/1.25% respectively (or such
other percentage stipulated in the regulations);

Next Rs. 40,000 crores of the daily net assets in case of equity-oriented
schemes/ non-equity oriented schemes – Total expense ratio reduction of
0.05% for every increase of Rs.5,000 crores of daily net assets or part thereof
(or such other percentage stipulated in the regulations);

On balance of the daily net assets in case of equity-oriented schemes/ non-

equity-oriented schemes – 1.05%/0.80% respectively (or such other
percentage stipulated in the regulations);

(d) In case of close ended and interval schemes,

i. the total expense ratio of equity-oriented scheme shall not exceed 1.25
per cent of the daily net assets of the scheme
 ii. the total expense ratio of other schemes shall not exceed 1.00% of daily
net assets.

In addition to the limits above limits:

a) brokerage and transaction costs which are incurred for the purpose of
execution of trade and is included in the cost of investment shall not
exceed 0.12% in case of cash market and 0.05% in case of derivative
transaction.
b) expenses not exceeding of 0.30 per cent of daily net assets, if the new
inflows from such cities as specified by the SEBI from time to time are
at least: -
a. 30% of gross new inflows of scheme
b. 15% of the AUM of the scheme
Whichever is higher.

{Provided that if inflows from such cities is less than the higher of above then
expenses on daily net assets of the scheme shall be charged on proportionate
basis}. These expenses are to be utilised for distribution expenses incurred for
bringing inflows from such cities. Amount incurred as expense on account of
inflows from such cities shall be credited back to the scheme in case the said
inflows are redeemed within a period of one year from the date of
investment.

Any expense in excess of limits mentioned shall be borne by AMC.

Additional expense incurred towards different heads shall not exceed 0.05%
of daily net assets of the scheme.

8.6. As between the Mutual Fund on the one hand and the AMC on the other
hand, the Mutual Fund shall be fully responsible for:

(a) Trustee’s fees and expenses, if any;

(b) Custodian’s fees and expenses;
(c) Taxes and levies on the Mutual Fund, if any;
(d) Legal fees and disbursements incurred for the Mutual Fund;
(e) Maintaining and arranging for the audit of the principal corporate records
and books of account of the Mutual Fund and payment of the audit fees and
disbursements incurred thereby;
(f) The preparation and distribution of all unitholders’ reports and other
communication with unitholders;
(g) The determination of the repurchase price at net asset value of the various
schemes of the Mutual Fund by the agents or accountants of the Mutual
 Fund in a manner determined by the Trustees, and the publication thereof as
required by the Regulations.
(h) payment of dividends or other distributions on the units off the Mutual Fund;
(i) Brokerage commissions on purchases and sales of securities in the Mutual
Fund;
(j) Other expenses which are not related to functions assumed by the AMC
hereunder, which are all subject to guidelines that may be made by the
Trustee or the SEBI or any other regulatory authorities from time to time, and
the details of which are required to be submitted to the Trustee or SEBI or
such regulatory authorities together with audited financial statements off the
Mutual Fund for their respective approval. All such expenses shall be limited
to those directly connected to the performance of the duties of the
respective parties.

8.7 The basis for which management fees receivable by the Asset Management
Company and computation thereof shall be disclosed in the Balance Sheet.
The AMC will render the services set forth in Clauses 3 and 4 of this
Agreement at its own expenses, including without limitation, the salaries of
its respective officers and employees, the rent and utilities for its respective
facilities, administrative expenses, depreciation and amortization, and other
advisory and operating expenses and taxes, except as specifically authorized
by the Trustee.

8.8 The AMC shall be responsible to meet all expenses as provided under the
Regulations.

8.9 The investment and advisory fees payable to the AMC shall be fully disclosed
in the Offer Document.

8.10 The AMC may rely on information reasonably believed by it to be accurate

and reliable. The AMC and any person, corporation or other entity, retained
hereunder shall not be liable for any act or omission, error of judgment or
mistake of law or for any act, commission or omission, error of judgement or
mistake of law or for any loss suffered by the Mutual Fund in the course of or
in connection with or arising out of any services rendered under this
Agreement, unless the same is caused by gross negligence or wilful
misconduct. It is hereby expressly agreed and understood by the parties
hereto that the AMC shall be responsible solely to the Trustee for its acts and
no Unit Holder of the Mutual Fund or any scheme thereunder shall be
entitled to have any recourse or take any action against the AMC or hold the
AMC liable for any acts, deeds, matters or things done or caused to be done
by it under this Agreement provided however that no loss, damage or
expenses incurred by the AMC or its officers, or any person to whom the
 AMC has delegated any authority, shall be met out of the property of the
Mutual Fund.

8.11 In connection with the rendering of services required under this Agreement,
the AMC may contract or consult with such banks, securities firms or other
parties as it may deem appropriate to obtain information and advice,
including investment recommendations, advice regarding economic factors
and trends, clerical and accounting services and other assistance, but any
fees, compensation or expenses to be paid to any such parties shall be paid
by the AMC or as otherwise agreed by the Mutual Fund. Notwithstanding
such a delegation the AMC shall at all times remain liable for all acts or
omissions of any such delegate or appointee as if such acts or omissions were
its own.

9. DELEGATION OF FUNDS

9.1 The AMC may delegate to any entity previously approved by the Trustees, any or all
of its duties under this Agreement and may appoint investment managers or
advisers with the prior approval of SEBI to assist in the investment or reinvestment
of the Trust Fund.

9.2. Furthermore, the AMC has full discretion to delegate any of its responsibilities,
duties and authority set forth herein to, or otherwise to utilize the investment
management services of, any of its Affiliates (and, in the case of the voting of any
proxy rights arising out of the holding of securities, to any third party), provided that
the AMC will be fully accountable or any acts or omissions of its Affiliate pursuant to
such an arrangement, as if such acts or omissions were its own.

10. DURATION AND TERM OF THE AMC

10.1 The commencement of business of the AMC as an Asset Management Company shall
be deemed to be from the date of execution of these presents.

10.2 The Agreement shall continue to be binding upon the parties hereto unless and until
terminated in accordance herewith.

10.3 With the prior approval of SEBI, the Trustees or the AMC may terminate this
Agreement by notice in writing, delivered or dispatched by registered mail to the
other party hereto, not less than 90 (ninety) days prior to the date upon which such
termination shall become effective. However, breach of any clause contained in this
Agreement by either party shall entitle the other party to terminate this Agreement,
subject to SEBI’s approval, upon 30 (thirty) days prior written notice unless such
breach is cured within such 30 (thirty) days period. Upon termination hereof, the
 Trustee shall arrange for the Mutual Fund to pay to the AMC such compensation as
may be due as of the date of such termination. Such termination shall become
effective only after the trustees have accepted the termination of assignment and
communicated their decision in writing to the asset management company

10.4 The Trustees shall, with the prior approval of SEBI be entitled to terminate the
appointment of the AMC if:

10.4.1 The AMC is declared insolvent by a court or tribunal of competent

jurisdiction;

10.4.2 The AMC commences any voluntary proceedings under any applicable
insolvency law or consents to any order for relief under such law;

10.4.3 The assets and property of the AMC are taken possession of by any receiver,
liquidator, assignee, custodian appointed in that behalf; or

10.4.4 not less than 75% (seventy five percent) of the unitholders of the mutual
Fund vote, in favour of the removal of the AMC.

10.5 The Trustees shall have the power, with the prior approval of SEBI and the Unit
Holders, to appoint, and may with like approval terminate the appointment of the
AMC at any time or after receiving a reasonable notice in writing from the AMC
provided that, the termination shall become effective only after the Trustee has
accepted the termination of assignment and communicated its decision in writing to
the AMC.

10.6 Upon termination of the agreement, the AMC shall transfer custody of the Trust
Fund, and hand over all books of accounts, correspondence and records relating to
the Trust Fund, which the AMC possesses, to the Trustee, or such other person or
entity designated by the Trustee in writing.

11. MISCELLANEOUS TERMS AND CONDITIONS

11.1 SECRECY
Every director (except nominee directors), manager, auditor, treasurer, Trustee,
member of a committee, officer, servant, agent, accountant and other person
employed in the business of the AMC and / or the “Mutual Fund” shall, if so required
by the AMC and /or the Mutual Fund before entering upon their duties, sign a
declaration pledging to observe strict secrecy respecting all transactions and affairs
of the AMC and / or the Mutual Fund with the customers and the state of the
accounts with individuals and in matter thereto and shall by such declaration pledge
themselves not to reveal any of their duties except when required to do so by the
AMC and / or the Mutual Fund or by the applicable Law or by the person to whom
such matters relate and except so far as may be necessary in order to comply with
 any of the provisions, in these presents contained. Provided that nothing in this
Clause shall be construed as prohibiting disclosures of information related to the
AMC, the Mutual Fund or their activities and affairs to the majority shareholder of
the AMC or to the Sponsor, each of whom shall be entitled to freely access, and shall
be provided, any information they required in relation to the AMC, Trust or their
activities and affairs.

11.2 INVESTOR PROTECTION FUND

The AMC shall be entitled to set up an investor protection fund by charging a

percentage to any of the Schemes as may be permitted by the Regulations or
applicable Law for the time being in force.

11.3 REGULATIONS TO PREVAIL

In case of conflict between any of the provisions of this Agreement and the
Regulations, the Regulations shall prevail.

11.4 WAIVER

Any terms or condition of this Agreement may be waived at any time by the party
that is entitled to the benefit hereof. Such waiver must be in writing and must be
executed by an authorised officer of such party. A waiver on one occasion will not
be deemed to be a waiver of the same or any other breach or non-fulfilment on a
future occasion.

11.5 ENTIRE AGREEMENT

This Agreement supersedes all prior discussions and agreements between the
parties with respect to the subject matter of this Agreement, and this Agreement
contains the sole and entire agreement between the parties hereto with respect to
the subject matter hereof.

11.6 AMENDMENTS

Subject to the prior approval of SEBI, the Trustee and the AMC shall be entitled to
amend, modify, alter or add to any of the provisions of this Agreement in such
manner and to such extent as they may consider expedient in the interest of and for
the purpose of meeting the objectives of the Mutual Fund. This Agreement may also
be amended if necessary, as directed by SEBI from time to time. Provided however
and subject to the Regulations, any non-material or clerical changes or modifications
can be made to this Agreement if mutually agreed by the Trustees and AMC.

11.7 GOVERNING LAW

 This Agreement shall be governed by construed in accordance with the laws of India.

11.8 ARBITRATION
Any dispute relating to the subject matter of this Agreement shall be amicably
settled between the Trustees and the AMC through consultations between their
senior representatives within a period of 30 (thirty) Business Days of such dispute
arising. If after 30 (thirty) Business Days of consultation, between the
representatives as aforesaid, the Parties have failed to reach an amicable settlement,
on any or all disputes or differences arising out of or in connection with this
Agreement or its performance, such disputes or differences shall, at the request in
writing of any Party to the dispute, be submitted to final and binding arbitration in
accordance with the provisions of India Arbitration and Conciliation Act, 1996 and
any amendment act thereafter, by an arbitral tribunal of sole arbitrator, jointly
appointed by the Parties. All proceedings of such arbitration shall be in the English
language. The decision of the arbitral tribunal shall be rendered in writing and shall
state the reasons on which it is based. The arbitration decision shall be final and
binding upon the Parties. The seat of arbitration shall be Mumbai.

11.9 COUNTERPARTS

This Agreement may be executed in two or more counterpart, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument.

11.10 SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid, or enforceable under

any present or future law, and if the rights or obligations under this Agreement of
the parties will not be materially and adversely affected thereby: a) such provision
will be fully severable; (b) this Agreement will be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part thereof; (c)
the remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid, or unenforceable provision or by its
severance here from; and (d) in lieu of such illegal, invalid, or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid,
and enforceable provisions as similar in terms and effect to such illegal, invalid, or
unenforceable provision as may be possible.

However, if there is no automatic addition as aforesaid, the parties hereto shall

mutually agree to provide a legal valid and unenforceable provision as similar in
terms and effect to such illegal, invalid or unenforceable provision as may be
possible.
IN WITNESS WHEREOF the parties hereto have set and subscribed their hands and seals on
the day and year first above written.

SIGNED AND DELIVERED by SIGNED AND DELIVERED by

Name Name :
Title : Director Title : Director

For and on behalf of For and on behalf of

(Trustee) (AMC)

Zerodha Trustee Private Limited Zerodha Asset Management Private Limited

In the presence of : In the presence of :

1. 1.

2. 2.
 SCHEDULE I: DEFINITIONS AND INTERPRETATION

1. “Act” means the Securities and Exchange Board of India Act, 1992 as amended,
modified or re-enacted from time to time together with the Regulations made
thereunder as amended, modified or re-enacted from time to time.

2. “Affiliate” shall have the meaning ascribed to it in the Regulation.

3. “Agreement” shall mean this Investment Management Agreement including the

recitals, schedules, exhibits hereto as may be amended or supplemented from time
to time in accordance with the provisions hereof.

4. “AMC” means the Zerodha Asset Management Private Limited, an Asset

Management Company licensed as such, under the Regulations

5. “Associate” means an associate of the AMC in terms of the Regulations.

6. “Auditor” means the statutory auditors of the AMC appointed from time to time in
accordance with the Companies Act, 2013.
7. “AUM” means Assets under Management of the Fund.

8. “Authorised Director” means a director of the Trustee Company Board authorised

by a resolution of the said board to act on behalf of the board in respect of certain
activities of the AMC.

9. "Business Days” means any day on which banks are open for business in Mumbai

10. “Deed of Trust” means the trust deed dated __________, (as amended from time to
time) under which the Trust was constituted.

10. “Intermediary” shall have the meaning assigned to it in Clause 6.1.

11. “Law” means any stature, law, ordinance, notification, rule, regulation, judgment,
order, decree, bye-law, approval, directive, guideline, policy, requirement or other
governmental restriction or any similar form of decision of, or determination by or
any interpretation or administration of Government of India, or by any competent
authority or instrumentality thereof, as may be effect on the date of this Agreement
and during the subsistence thereof.

12. “Mutual Fund” means the Zerodha Mutual Fund established in the form of a trust to
raise monies through the sale of Units to the public or a section of the public under
 one or more Schemes for the purpose of pooling of capital from the members of the
public for its collective investment.

13. “NAV” means the net asset value of the Schemes, as determined from time to time
in accordance with this Agreement and in accordance with the Regulations.

14. “Offer Document” means any document by which the Mutual Fund invites the public
to subscribe to the Units of a Scheme. Offer Document includes Statement of
Additional Information (SAI), Scheme Information Document (SID) and Key
Information Memorandum (KIM).

15. “Parties” shall mean parties to this Agreement.

16. “Portfolio Investments” means investments primarily in equity shares and which
may also take a variety of forms, in accordance with the objectives of the Mutual
Fund and subject to applicable Law.

17. “Real Estate Assets” shall have the meaning ascribed to it in regulation 49A(a) of the
Regulations.

18. “Regulations” mean the SEBI (Mutual Funds) Regulations, 1996, as amended or re-
enacted from time to time and include directions, circulars, notifications and
guidelines issued by SEBI thereunder.

19. “SEBI” means the Securities and Exchange Board of India.

20. “Schedule” shall mean a schedule to this Agreement.

21. “Scheme” shall mean a scheme established under and in accordance with the
Regulations.

22. “Settlor” or “Sponsor” means Zerodha Broking Limited.

23. “Statement of Accounts” means the statement of accounts issued to Unit Holders of
various schemes.

24. “Trust” means the Zerodha Mutual Fund settled as a trust under the Indian Trust
Act, 1882 by the settler, through the Trust Deed to carry on Mutual Fund activities
pursuant to being licensed under the act and the Regulations.

25. “Trust Fund” means the sum total of the monetary value of the Units in each of the
various Schemes established by the Trust in accordance with the Regulations.
26. “Trustees” mean the Zerodha Trustee Private Limited which holds the property of
Trust Mutual Fund in trust for the benefit of the Unit Holders.

27. “Trustee Company Board” means the Board of Directors of the Trustees from time
to time.

28. “Units” means the interest of the Unit Holders in a Scheme, which consists each unit
representing one undivided share in the assets of a Scheme.

29. “Unit Certificate” means a certificate evidencing title to the Units.

30. “Unit Holder” means a person holding unit in any Scheme of the Trust Mutual Fund /
Trust as evidenced by the Unit Certificates, Statement of accounts or any other form
permitted under the Regulations.

31. “Vote” shall include not only a vote at a meeting but any consent to or approval of
any arrangement, scheme or resolution, or any alteration in or abandonment of any
right attaching to any part of the assets of the relevant investments and the right to
request or convene any meeting or to give notice to any resolution or to circulate
any statement.
 SCHEDULE II : FORM FOR NOMINATION / CANCELLATION OF NOMINATION
(to be filed in by individual(s) applying singly or jointly)

I / We _____ and ____ *do hereby nominate the person more particularly described
hereunder / and / cancel the nomination made by me / us on the _________ day of
_______ in respect of the units bearing No. _____ (*strike out which is not applicable)

Name and address of Nominee

Name ………………
Address ……………
Date of Birth ………
(to be furnished in case the Nominee is a minor)
*The Nominee is a minor whose guardian is : ………….

Address of the Guardian

……………………………………………………….
……………………………………………………….
……………………………………………………….
Signature of the guardian:
……………………………
(*to be deleted if not applicable)

Unit Holder(s) 1) Signature : ………………..

Name : ……………………
Address: ………………….
Date : ……………………..

2) Signature : ………………..
Name : ……………………
Address: ………………….
Date : ……………………..
Instructions:
1. The nomination can be made only by individuals applying for / holding units on their
own behalf singly or jointly. Non-individuals including society, trust, body corporate,
partnership firm, karta of Hindu Undivided Family, holder of Power of Attorney
cannot nominate. If the units are held jointly, all joint holders will sign the
nomination form Space is provided as a specimen, if there are more joint holders
more sheets can be added for signatures of holders of unit and witnesses.
2. A minor can be nominated and in that event, the name and address of the guardian
of the minor nominee shall be provided by the Unit Holder. Nomination can also be
in favour of the Central Government, State Government, a local authority, any
person designated by virtue of his office or a religious or charitable trust.
3. The Nominee shall not be a trust (other than a religious or charitable trust), society,
body corporate, partnership firm, karta of Hindu Undivided Family or a Power of
 Attorney holder. A non-resident Indian can be a Nominee subject to the exchange
controls in force, from time to time.
4. Nomination in respect of the Units stands rescinded upon the transfer of Units.
5. Transfer of Units in favour of a Nominee shall be valid discharge by the AMC against
the legal heir.
6. The cancellation of nomination can be made only by those individuals who hold
Units on their own behalf singly or jointly and who made the original nomination.
7. On cancellation of the nomination, the nomination shall stand rescinded and the
AMC shall not be under any obligation to transfer the Units in favour of the
Nominee.